Transition Agreement. The Parties will enter into a written agreement (the “Transition Agreement”) that would effectuate the terms and conditions of this Section 3.3(g) and would include other reasonable terms and conditions, including terms allocating costs and expenses, describing the Parties’ indemnification obligations, setting forth the Parties’ obligations with respect to unauthorized sales, and setting forth other coordination obligations. If, despite such efforts, the Parties are unable to agree upon such terms and conditions within ​ from the effective date of the opt-out, either Party may refer the dispute for resolution by arbitration in accordance with Section 17.1, and the arbitrator has the authority to require the Parties to execute a Transition Agreement in the form approved by the arbitrator.

Transition. During the period of thirteen months following the Separation Date, Employee agrees to cooperate reasonably and at mutually convenient times and locations with the Company regarding any transitional assistance that may be requested by the Company, including # answering questions about matters relating to the business of the Company or its affiliates as to which Employee has knowledge; and # forwarding to the appropriate person any

Transition. Seller shall not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Partnership from maintaining the same business relationships with the Partnership after the Closing as it maintained with the Partnership prior to the Closing.

​ and ​ (the “Parties”) agree that this Project Statement #1 (“Project Statement”) shall be attached to and incorporated in the “Agreement” as Attachment Number #1. For purposes of this Project Statement #1, the “Agreement” means the Master Purchase Agreement between ​ and ​ dated December 15, as amended to-date. The purpose of this Project Statement #1 is to set forth the terms and conditions under which ​ will develop and deliver a 10GbE dual MAC/PHY device (“​ Product”). The Parties agree that the date of this Project Statement #1 shall be January 15, 2009.

This Project ​ Lead Free Qualification is entered into by and between ​ a Delaware corporation, having its principal place of business at 2200 Mission College Boulevard. [[Address A:Address]], and its Affiliates (“​”), ​, Inc., a California corporation having its principal place of business at [[Address B:Address]], and its Affiliates (“​”), effective as of the date of the last signature (the “Effective Date”).

Professional Transition. The Executive agrees to cooperate with and assist the Company in a responsible, positive and professional manner with respect to the transition of his employment duties and responsibilities. The Executive acknowledges that the Company’s obligations under this Agreement are expressly contingent on such cooperation and assistance, and on the Executive dealing with any issues relating to his employment with or separation from the Company in a similarly responsible, positive and professional manner.

The following terms shall apply during the Transition Period, conditioned upon Executive’s continued employment during that time:

Transition Period. ​ agrees that Employee will remain an employee through the Separation Date and therefore remain on the Company’s payroll at Employee’s base salary currently in effect and as a participant in the Company’s health benefit plans and continue vesting in employee stock options through the Separation Date. Employee will continue to perform the duties of her current role through the Separation Date; provided however, ​ may assign certain or all of Employee’s duties to other of its employees and/or may request that Employee focus on particular projects (e.g. Luxe product line launch). All work during the continued employment period will be performed in a professional and timely manner. If Employee starts a new job prior to the Separation Date, employment with the Company will terminate and, as of the date of Employee’s new employment, Employee will forfeit any future salary, benefits and vesting due through the Separation Date.

Effective on the Closing Date, Seller hereby grants to the Partnership a non-exclusive, non-transferable, worldwide, fully-paid and royalty-free license to use the trademarks and trade names of Seller and its Affiliates currently used by the Partnership (the “Marks”) for a period of twelve (12) months following the Closing Date, in connection with the Partnership’s continuing use of the Marks on inventory, the Partnership’s website and stocks of physical documents in existence as of the Closing Date and in connection with the promotion of the Partnership’s products. The Partnership accepts such license subject to the terms and conditions set forth herein and agrees to use its commercially reasonable best efforts to cease using the Marks as soon as practicable following the Closing Date.

Transition Services. The Parties acknowledge that the ​ Group may provide administrative services for certain of the ​ Group’s benefit programs for a transitional period under the terms of the Transition Services Agreement. The Parties agree to enter into a business associate agreement (if required by applicable health information privacy laws) in connection with such administrative services.